Statutes of AICA Sweden

Statutes of Svenska Konstkritikersamfundet (Swedish Art Critics’ Association)

(Approved: October 7, 1966. Revised: December 11, 1981, January 20, 1983, March 5, 1987, March 10, 1993, April 28, 2004, approved on first reading April 26, 2007, April 28, 2008, April 25, 2012, April 22, 2013)

Article I. Aims and Activities
1. The name of the Association is Svenska Konstkritikersamfundet (hereinafter called the Swedish Art Critics’ Association or the Association). The Swedish Art Critics’ Association, the Swedish Section of the International Association of Art Critics (AICA = Association Internationale des Critiques d’Art), is established in accordance with the present Statutes and those of its parent body, AICA. The International Association of Art Critics, AICA, is an international, non-governmental organization (NGO) recognised by UNESCO.

2. The Association brings together art critics, whose professional activity is criticism in all media, teaching, or curating exhibitions, and who also wish to develop national and international cooperation and examine and report on the economic, political and social forces that shape art. They are primarily concerned with the modern and contemporary arts of all cultures. The Association’s function is to promote the understanding and critical interpretation of the visual arts, in all their histories and manifestations.

3. The Association aims to:
a) promote art criticism as a discipline and contribute to its methodology
b) promote the ethical and professional interests of its members and cooperate in defending their rights
c) maintain an active national and international network for its members, with the aid of the available systems of communication, and encourage face-to-face encounters
d) contribute to mutual understanding of visual arts and aesthetics in all cultures
e) stimulate professional relationships across political, geographical, ethnic, economic and religious boundaries
f) cooperate with AICA and with its other national sections
g) defend impartially freedom of expression and thought and oppose censorship.

4. The Association may organise colloquia, lectures, seminars, discussions and other activities connected with the visual arts and initiate writing, translating, editing, filming, recording and publishing work. It may create temporary or permanent working groups and undertake surveys and research, either on its own initiative or in collaboration with any other association, organisation or institution having aims that are not incompatible with its own.

5. The Association is an unregistered ideell förening (meaning a non-profit making association).

6. The duration of the Association is unlimited.

Article II. Membership
1. The Association comprises an unlimited number of members by application or honorary election.

2. An applicant for membership shall be either of Swedish nationality or be
professionally active principally in Sweden, in one or more of the ways defined in Article II:3.

3. An applicant for membership shall provide evidence of sustained activity over the previous three years of one or more of the following sorts:
– publication in the printed or electronic media or participation in radio or TV programmes or videos
– published work of art history, aesthetics or criticism
– teaching of art criticism, art history, aesthetics, curating, or art, at university or an equivalent level; or
– curatorial work and analysis for educational or scholarly purposes including the composition of scholarly or critical texts for museums or galleries having principally
non-commercial aims.

4. An applicant for membership shall complete and deliver to the Board not less than twenty-eight days before the annual general meeting:
– a standard biographical form that calls inter alia for a short curriculum vitae
– a separate more detailed curriculum vitae; and
– evidence of activity as defined in Article II:3 above including copies of a selection of texts by the applicant. Excepting such texts, the application shall be made in English, French or Spanish, the three official languages of AICA.

5. The Board or a member may in exceptional cases propose that an annual general meeting elect as a member an individual who having not applied as provided in Article II:4 above is in its opinion qualified for membership as defined in Article II:3. Such an election is invalid in the event that the individual fail within twenty-eight days of the annual general meeting to submit to the Board the documents specified in Article II:4.

6. The Board shall adequately present to the annual general meeting the application for membership of each candidate for election. A candidate is elected if on a show of hands a majority votes is in favour. In the event that a member so require an election shall be made by votes given in writing in a confidential manner. After the meeting the president shall send the newly-elected member’s standard biographical form to AICA’s Headquarters.

7. A candidate’s election by an annual general meeting is provisional pending its ratification by the General Assembly of AICA acting on the advice of its Electoral and Membership Commission and its Administrative Council. This ratification is made on the basis of the candidate’s standard biographical form.

8. A valid international membership-and-press card is issued to a member immediately after his or her election to the Association. The newly elected member starts paying a regular annual fee to the Association from the beginning of the calendar year following that in which its election is endorsed by the General Assembly of AICA. The membership terminates in the event that the member fails to pay the annual fee for the year starting with the one next following the date of ratification. The payment shall in this case be done before the end of that year. Otherwise the membership terminates. In the event that the election is not being ratified by AICA the membership terminates immediately and the invalid membership and press card shall without delay be returned to AICA, through the Board of the Association, as soon as its holder receives notification of its loss of validity.

9. In the event that an annual general meeting rejects an application for membership the Board shall so inform the candidate in writing and communicate the reason(s) for the rejection. The candidate may either re-apply by submitting a fully updated application for membership together with the documents provided by Article II:4 to a subsequent annual general meeting or request two sponsoring members of the Administrative Council of AICA to forward the application to the Secretary-General of AICA for membership of AICA’s Open Section.

10. Membership-and-press cards are validated annually by stickers attesting to the payment of annual fees. Stickers are produced by AICA and sent to members individually as their receipts by the treasurer of the Association.

11. Any member may propose that an annual general meeting elect a named individual to honorary membership. If elected such an honorary member is not liable to pay an annual membership fee but is entitled to a valid international membership-and-press card and may vote at any general meeting of the Association or General Assembly of AICA. The Association pays the appropriate annual fee in respect of each such member to international AICA’s Headquarters.

Article III. Termination of membership
1a) Any member or honorary member may terminate his or her membership by giving notice to this effect in writing to the Board.

1b) In the event that a member having failed before the end of a calendar year to pay the appropriate annual membership fee later fail within thirty days of having for the second time, during the year after the mentioned calendar year, been reminded in writing to do so his or her membership shall terminate.

2. A member whose membership has terminated in accordance with Article III:1 may apply for re-admission in accordance with Article II.

Article IV. General Meeting
1. The Association’s superordinate decisions are made at its general meetings of which the annual general meeting is one.

2. The Board shall once a year call for the purposes stated in Article IV:5 and give members due notice of an annual general meeting to be held not later than April 30.

3. Other general meetings shall be held at the request of either the president or a majority of the Board members or the auditors or ten percent of the members provided they make their request known to the Board in writing.

4. Any such general meeting shall be held at a time and place decided by the Board provided that it give the members individually due notice of the meeting and its purpose(s).

5. The following business shall be transacted and approved by vote at the annual general meeting:
* election of a chairperson for the meeting
* election of a secretary for the meeting
* election of two persons to adjudicate the minutes, together with the chairperson of the meeting, and keep a tally of votes cast
* establishment of the electoral list
* determination of the agenda
* determination that the meeting has been properly called
* annual report by the Board
* financial report by the Board
* auditors’ report
* approval of the Board’s reports
* fulfilment by the Board of its duties and responsibilities
* election of a president for two years
* election of a vice-president or secretary for two years
* election of a treasurer or fifth Board member for two years
* election of a sixth or seventh Board member for two years
* determination of the following year’s membership fee
* appointment of auditors and deputy auditor
* election of three members to the Nominating Committee of whom one may call meetings
* election of members and honorary members
* other matters that the Board may wish to submit to the meeting
* motions submitted to the Board by members twenty-eight days before the meeting.

6. At the annual general meeting, the Board’s report on the preceding year’s activity shall be read by the president or failing that by the vice-president; the Board’s report on the financial results shall be read by the treasurer or failing that by another elected officer; and one of the auditors shall read their report.

7. The Board shall propose the fees due for the coming year for the approval of the annual general meeting.

8. In the event that a vacancy occur among the Association’s elected officers a new officer may be elected at either an annual general meeting or any other general meeting. An election to fill a vacancy among auditors or members of the Nominating Committee may take place at a general meeting that is not an annual general meeting. An officer or auditor or member of the Nominating Committee holds office from the conclusion of the meeting at which his or her election takes place until the conclusion of the annual general meeting for the year when his or her term of office terminates. See Articles IV:15 and IV:16 for the distribution of the Nominating Committee’s proposals.

9. The following business shall be transacted and approved by vote at a general meeting that is not an annual general meeting:
* election of a chairperson for the meeting
* election of a secretary for the meeting
* election of two persons to adjudicate the minutes, together with the chairperson of the meeting, and keep a tally of votes cast
* establishment of the electoral list
* determination of the agenda
* determination that the meeting has been properly called
* election to fill a vacancy among officers, auditors or members of the Nominating Committee
* other matters that the Board may wish to submit to the meeting
* motions submitted to the Board by members twenty-eight days before the meeting.

10. Minutes shall be kept at any annual or other general meeting. Once such minutes have been adjudicated they shall be properly preserved and a copy sent to each member of the Association.

11. Any member is entitled to submit a motion to any annual or other general meeting provided that it is expressed in writing and delivered to the Board not less than twenty-eight days before the date of the meeting.

12. A member has a single vote at any annual or other general meeting. Any matter put to a vote at such a meeting shall unless otherwise prescribed as in Articles X:1, X:2 and XI:1 be decided by a simple majority.

13. In the event that a choice is to be made by vote between two or more candidates for office, auditor, deputy auditor or member of Nominating Committee votes shall be given in writing. In any other circumstances unless a member requests that votes be given in writing voting shall be by a show of hands. In the event that votes by a show of hands for or against a question are equal the meeting’s chairperson shall cast a deciding vote. In the event that votes given in writing for or against a question are equal the question shall be decided by lot.

14. Proxy voting may occur at all Association meetings. A proxy must be a member of the Association, can only represent one other member at the vote and must produce an original signed authorization, attested by two witnesses.
Voting by post may occur for particular issues at the annual or other Association meetings, if the Board so decides. Documents and instructions shall be presented to all members when the meeting is called (see § IV, points 15 and 16).

15. Notice of any annual general meeting shall together with a proposed agenda, the Board’s reports of the year’s activities and its administration of the Association’s financial matters, the auditors’ report and any proposal by the Nominating Committee be sent to each member not less than fourteen days before the date of the meeting.

16. Notice of any general meeting that is not an annual general meeting shall together with a proposed agenda and any proposal by the Nominating Committee to fill a vacancy be sent to each member not less than ten days before the date of the meeting.

Article V. Board
1. The business of the Association shall be conducted by a Board that shall comprise seven officers namely a president, a vice president, a secretary, a treasurer and three other persons. Excepting an officer elected in accordance with IV:9 at a general meeting that is not an annual general meeting to fill a vacancy each officer shall be elected at an annual general meeting.

2. Officers shall be elected as provided in Articles IV:13 and IV:14.

3. All Board members (president, vice president, secretary, treasurer and three more members) shall be elected for a two-year term, with a possibility of two reelections. There can be no further reelection to the post of president. For other posts there can be further reelection only once (for a total of three terms), after an elapse of at least two years. The post of president can be held by one person for no more than a total of 6 years. Other posts can be held by one person for a total of 12 years, but not without an elapse of at least two years. Overlapping terms are applied so that four Board members are elected one year, and three the next year. The election of president shall take place the same year as the election of secretary, fifth Board member and seventh Board member. The following year, vice president, treasurer and sixth Board member shall be elected.

4. A meeting of the Board may be called by the president or on the request of two or more of the other officers. A quorum shall comprise four or more officers. Any decision shall be made by a show of hands unless an officer requests that votes be given in writing. In the event that votes on a show of hands for or against a question are equal the chairperson of the meeting shall cast a deciding vote and if votes have been given in writing and at elections the decision shall be made by lot.

5. Minutes shall be kept of each Board meeting and be inspected and signed by the chairperson of the meeting; considered and if thought fit approved at the next following Board meeting; and copied and distributed to each officer, auditor, deputy auditor and member of the Nominating Committee. The original minutes shall be properly preserved.

6. The Board shall in accordance with the present Statutes further the aims of the Association as set out in Article I:3 and also:
* present to the annual general meeting its annual and financial reports
* represent the Association in dealings with AICA
* represent the Association in dealings with the Swedish authorities
* deliver responses to official enquiries
* conduct investigations, organize working groups, maintain the Association’s homepage and in all other respects organize and supervise its business.

7. The Board shall decide which of its members may sign documents on its behalf.

8. Each member of the Board shall as a mark of approval sign the reports of activities and financial matters to be considered by the annual general meeting.

9. The president of the Association that is a national section of AICA is ex officio a member of AICA’s Administrative Council. In the event that the president cannot attend a meeting of the council he or she may nominate another member of the Association to attend and vote at such a meeting on behalf of the Association and shall give advance notice of this in writing to AICA.

10. The secretary of the Association shall send original versions of all minutes, reports of activities and financial matters, auditors’ reports and other relevant documents and correspondence to Dokumenteringsarkiv för modern konst in Lund for the purpose of filing in its archives.

Article VI. Nominating Committee
1. The annual general meeting shall elect three members of whom none is a member of the Board or an auditor or deputy auditor of the Association to comprise the Nominating Committee. One of the three shall be entitled to call meetings of the committee. They shall hold office in accordance with Articles IV:5 and IV:9.

2. The Nominating Committee shall prepare and recommend its choice of candidates as officers and auditors to the coming annual general meeting. The meeting may elect them or any of them or any other properly qualified members.

3. The recommendation of the Nominating Committee shall together with the other papers relevant to the annual or any other general meeting be sent to each member of the Association in accordance with Article IV:15 or IV:16 as appropriate.

Article VII. Auditors
1. The annual general meeting shall elect two members of the Association as auditors and a further one as a deputy auditor. In the event that a vacancy occurs in their number it shall be filled as prescribed in Article IV:9. The auditors including if need be a deputy auditor shall audit the records of the Association so as to report on the performance by the Board of its financial and associated duties. The auditors’ report shall be signed by the auditors and if need be (see Article VII:4) by the deputy auditor and a copy of it shall be sent to each member of the Association in accordance with Article IV:15.

2. The auditors and if necessary the deputy auditor shall deliver to the Board a report in which they recommend or not on the basis of the findings of their audit according to Article VII:1 that the Board shall be declared to have fulfilled its responsibilities during the year under examination.

3. With reference to the auditors’ report the annual general meeting shall declare whether or not the Board has fulfilled its duties for the year under examination.

4. In the event that one of the auditors be unable to perform his or her duties the deputy auditor shall be called on to perform them.

Article VIII. Year of activity
1. The calendar year of twelve months ending 31 December shall be the Association’s normal accounting and activities’ year.

Article IX. Resources
1. The resources of the Association comprise:
– annual fees paid by and due from its members
– any subsidy properly accruing to it
– any other legally authorised resource.

2. Each member not being an honorary member shall whether requested or not but not later than 15 February unless otherwise permitted by the Board pay to the Association an annual fee determined by the preceding year’s annual general meeting. Concerning the payment of annual dues to AICA for honorary members, see Article II:11.

Article X. Change to the Statutes
1. The Board may propose a change to the Statutes provided that any such proposal be expressed in writing as a motion to be considered at an annual general meeting. All such proposals must be forwarded to all members at least one month prior to the meeting. Any such proposal for a change of the Statutes shall be given effect only in the event that it receives the votes of two thirds of the members at the meeting that is required to consider it.

2. A member may itself propose a change of the Statutes. Any such motion proposed by a member shall be submitted to two general meetings one of which being an annual general meeting. The motion shall be sent to all members together with the invitation to both meetings. Any such motion for a change of the Statutes shall be given effect only in the event that it receives the votes of two thirds of the members at each meeting that is required to consider it.

Article XI. Dissolution
1. In the event that three quarters of the members present at an annual or other general meeting of the Association vote in favour of a motion proposed by either officers or members to dissolve the Association a definitive motion to the same effect may be considered at an annual general meeting held not less than thirty days after the first meeting provided that a copy of the definitive motion be sent to each member not less than thirty days before the date of the meeting at which it will be considered. In the event that three quarters of the members present at the second meeting approve the definitive motion the Board may proceed to dissolve the Association as provided below.

2. In dissolving the Association the Board shall in accordance with Swedish law donate its assets after discharging all its debts to an organization or more than one having aims that are allied to or compatible with those of the Association.

The Statutes are published on the Association’s Website in parallel versions in Swedish and English. Copies of either or both will be supplied on request to any member. Both versions indicate the dates of successive amendments and of their adoption. Any question of interpretation shall be resolved by reference to the Swedish text.